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EQUITY - MARKET SCREENER

HLV Ltd
Industry :  Hotels
BSE Code
ISIN Demat
Book Value()
500193
INE102A01024
7.1448268
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
HLVLTD
60.58
479.28
EPS(TTM)
Face Value()
Div & Yield %
0.12
2
0
 

As on: Aug 07, 2026 10:48 AM

<dhhead>DIRECTORS’ REPORT</dhhead>

Dear Members,

Your Directors' take pleasure in presenting the 45th Annual Report on the business and operations of your Company, together with the audited financial statements for the financial year ("FY") ended March 31,2026.

 

1. Financial Results

The Financial Results of the Company during the year under review is summarized below:

Particulars

Financial year 2025-26

Financial year 2024-25

Revenue from Operations

20,091.50

20,331.09

Other Income

1,334.82

1,509.19

Total income

21,426.32

21,840.28

Less: Expenses other than finance costs and depreciation / amortization

18,662.25

17,522.33

Less: Finance costs

312.60

222.62

Less: Depreciation and amortization expenses

1,940.06

1,564.42

Profit before exceptional items and Tax

511.41

2,530.91

Exceptional items - Profit/ (loss) (net)

(303.42)

81.56

Profit before Tax

207.99

2,612.47

Tax expense

-

-

Profit after Tax

207.99

2,612.47

Other comprehensive income / (loss), net of tax

108.88

(168.94)

Total comprehensive income for the year

316.87

2,443.53

Earnings Per Share (Basic and Diluted)

0.03

0.40

 

2. Company’s Performance and the state of the Company’s affairs

During the financial year ("FY") 2025-26, your Company has achieved a turnover of Rs. 20,091.50 Lakhs as against Rs. 20,331.09 Lakhs in previous Year. Net profit after tax of the Company has decreased to Rs. 207.99 Lakhs as compared to previous year's net profit after tax of Rs. 2,612.47 Lakhs which is a decrease of approx. 92.04% over the previous year.

There has been no fundamental change in the nature of business of the Company during the year ended March 31,2026.

 

3. Share Capital

During the year, the Company has not issued or allotted any securities. The issued and paid-up share capital of the Company as on March 31,2026 stands at Rs. 131,85,19,798/- (Rupees one hundred thirty one crores eighty five lakhs nineteen thousand seven hundred ninety eight only) divided into 65,92,59,899 (sixty five crores ninety two lakhs fifty nine thousand eight hundred ninety nine) Equity Shares of face value of Rs. 2/- (Rupees two only) each.

 

4. Dividend

Your directors do not recommend any dividend for the year ended March 31,2026.

 

5. Transfer to reserves

The Board of Directors have decided to retain the entire amount of profit for FY 2025-26 appearing in the Statement of Profit and Loss.

 

6. Material Changes and Commitments affecting Financial Position of the Company having occurred since the end of the year and till the date of this report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the year i.e. March 31,2026 and date of this Directors' Report.

 

7. Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Annual Report.

 

8. Litigations against the Company

Litigation with ITC Ltd. on transaction with Brookfield for sale of Undertakings

ITC Limited and its subsidiary, Russell Credit Limited, members of the Company holding then 8.72% (at present 8.10%) of the Company's equity share capital, had filed a petition under Section 241, 242, 244 of the Companies Act, 2013 on April 22, 2019 against the Company before the NCLT in April, 2019, alleging oppression and mismanagement, along with two applications: one for urgent hearing and the other for waiver of the requirement of minimum threshold of 10% shareholding in relation to the Company's transaction with BSREP III India Ballet Pte. Ltd. and its affiliates ("Brookfield") towards the sale of the Company's hotel undertakings. After hearing both the parties, the NCLT, Mumbai, allowed the Waiver Application of ITC Limited and Russel Credit Limited vide their order dated January 24, 2024. The Company along with its Promoters, Mr. Vivek Nair & Mr. Dinesh Nair have filed separate Appeals before the National Company Law Appellate Tribunal in Delhi, challenging the order dated January 24, 2024 of NCLT, Mumbai. The matter is being presently being heard by the NCLAT, Delhi.

Two minority members i.e. ITC Limited and Life Insurance Corporation of India (LIC) had filed separate complaints with Securities and Exchange Board of India (‘SEBI'), challenging the Company's aforesaid transaction with Brookfield, alleging violation of the provisions relating to related party transactions and for oppression and mismanagement by the majority members against minority members. Later, LIC withdrew from contesting their case. On July 23, 2019, SEBI passed its detailed, reasoned and speaking order in the matter in favour of the Company.

Aggrieved by the aforesaid Impugned Order, ITC filed an appeal before the Hon'ble Securities Appellate Tribunal ("SAT"), challenging the findings in the said Order. On August 14, 2019, ITC sought interim relief in the nature of a direction from the SAT, stating that till the Appeal is finally heard, the Promoters of the Company and J.M. Financial Asset Reconstruction Company Limited should be restrained from voting in respect of the proposed sale of the Undertakings. The SAT did not grant any stay with respect to the Postal Ballot Notice and / or the voting process. The final judgement was pronounced by SAT on September 26, 2019, wherein the appeal filed by ITC was dismissed. Subsequently, ITC filed an appeal in the Supreme Court of India and replies have been filed by all the respondents. The matter is pending and will be listed in due course before the Supreme Court of India.

 

Litigations with Airports Authority of India

At present, there are some ongoing disputes regarding the exorbitant demand of lease rental and royalty in the form of Minimum Guaranteed Amount with Airports Authority of India (AAI) [as referred to in the Lease Deeds, executed between the Company and AAI], which is in relation to the Company's hotel land, admeasuring 18,000 sq. meters and the adjacent land of 11,000 sq. meters respectively. The Company had earlier initiated proceedings for appointment of an Arbitrator in the High Court of Bombay in 2017. AAI simultaneously initiated Eviction Proceedings against the Company before the Eviction Officer of AAI at Mumbai. Thereafter, there was a stay to the Eviction Proceedings, as granted by the Bombay High Court that continued to operate till the arbitration application and appeals filed by the Company in respect of 18,000 sq. meters and 11,000 sq. meters land. The matters were then finally heard by the Bombay High Court on February 20, 2025. The Bombay High Court by its judgment & order dated June 09, 2025, directed that the parties should approach the Eviction Officer and continue the hearing relating to the lease rental dispute. The High Court also directed that the other issues on utilization of the FSI, land amalgamation, damages etc. should be dealt under arbitration process, as per the clause in the lease agreements. The High Court has appointed retired Justice, Mr. S.V. Gangapurwala to preside over and decide the arbitration proceedings. At present, the proceedings are being heard separately before the Eviction Officer and before the Ld. Arbitrator.

The above disputes were also referred to the Settlement Advisory Committee (‘SAC'), duly constituted by the Board of AAI, since 2020. The Company in the various meetings held with the SAC, has put forth their detailed submissions against the demand raised by AAI arbitrarily and has requested for the renewal of lease for further period of 30 years. The Company has received an offer letter dated December 01,2023 from AAI for the renewal of lease of land qua 18,000 sq. meters subject to certain terms and conditions for which, the Company has made representations and has also accepted AAI's offer. The Company is now awaiting response from AAI for concluding the settlement discussions and for renewing the lease qua 18,000 sq. meters land.

 

Litigations on the Company’s land in Hyderabad

The Company had entered into an MOU on April 09, 2014, with PBSAMP Projects Private Limited (‘PBSAMP') for sale of land owned by the Company in Hyderabad admeasuring 3 acres and 28 guntas for a consideration of Rs. 85 Crore. As per the MOU, the Company had agreed to settle all pending litigations relating to the land and obtain permission under the Urban Land Ceiling Act for change in land usage from hotel to residential and for permission to alienate the land within 180 days from the date of signing of MOU. As per MOU terms, PBSAMP had advanced Rs.15.5 crores to the Company and the Company settled two claims out of this amount. However, the Company could not settle the remaining claims and could not get permission from the State Government under the Urban Land Ceiling Act for change in land usage and to alienate the said land. At present, there were only two suits pending in the Hyderabad City Civil Court against the Company, wherein the certain group of individuals who claiming to be cultivators and owners of certain portion of the aforesaid land.

PBSAMP terminated the MOU on completion of 180 days from the date of MOU and demanded a refund of Rs.15.5 Crore together with interest payable @ 21% per annum. Since the Company could not make the payment, PBSAMP initiated legal proceedings against the Company and secured an arbitral award in their favour. As per the arbitral award dated September 08, 2019, an amount of Rs. 35 Crores inclusive of interest was required to be paid to PBSAMP within 90 days of the passing of the Arbitral Award. The Company filed an appeal under section 34 of the Arbitration and Conciliation Act, 1996, against the said Arbitral Award before the City Civil Court at Hyderabad that was dismissed. PBSAMP filed an Execution Petition before the City Civil Court, Hyderabad for execution of the said Arbitral Award. The Company then paid an amount of Rs. 44,42,05,254/- including the outstanding interest to PBSAMP The matter was decided by the City Civil (Executing) Court in Hyderabad vide its order dated November 2, 2023 that was passed in favour of the Company against which, a Civil Revision Petition was preferred by PBSAMP against the Company before the High Court of Telangana. The matter was then remanded to the City Civil (Executing) Court in Hyderabad vide High Court's Order dated April 22, 2024 against which, the Company preferred a Special Leave Petition in the Supreme Court of India, challenging the merits of the order dated April 22, 2024, passed by the High Court of Telangana. The Special Leave petition was decided in favour of the Company by its judgment & order dated September 24, 2025, wherein the judgment & order passed by High Court of Telangana was set-aside by Supreme Court and the order of City Civil (Executing) Court in Hyderabad was restored.

Meanwhile, the Company sold the aforesaid land at Hyderabad in January, 2024 for a total consideration of Rs. 84,42,05,254/- by executing "Agreement of Sale-Cum-Irrevocable General Power of Attorney" in favour of M/s. Sri Venkateswara Constructions, represented by Sri Kadiyala Subba Rao, its Managing Partner on "as is where is basis" along with a condition stipulated in the Agreement to Sale for taking over all the responsibility of the pending litigations that have been filed against the Company, including all rival claims of diverse parties in respect of said land. The said consideration includes an amount of Rs.44,42,05,254/- that is already paid towards settlement of the claim with PBSAMP in respect of the said land for discharging the Company's liability towards PBSAMP as per the Arbitral Award dated September 08, 2019.

 

9. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future. However, attention of the Members is drawn to the legal proceedings pending against the Company as mentioned at Para No. 8 of this Director's Report.

 

10. Directors and Key Managerial Personnel (KMP)

10.1 Directors

The Board of Directors comprises distinguished professionals of proven integrity and competence, who provide strategic direction, guidance and leadership to the Company. As on the date of this Report, the Company has Nine (9) Directors consisting of Five (5) Independent Directors, Two (2) Executive Directors and Two (2) Non-Executive Directors. Your Company has complied with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to appointment of Woman Director. Your Company has four Women Directors among them two are Independent Directors, viz. Ms. Saija Nair and Ms. Niranjana Unnikrishnan.

The Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on February 12, 2026 have re-appointed Mr. Ashok G Rajani (DIN: 00267748) as an Independent Director of the Company, not liable to retire by rotation for a second term of five (5) consecutive years commencing from March 30, 2026 up to March 29, 2031 (both days inclusive). The members approved the same via Postal Ballot on March 19, 2026. Further, Ms. Amruda Nair (DIN: 06716791) is liable to retire by rotation at the ensuing Annual General Meeting and offers herself for re-appointment. We seek approval of members for appointment of Ms. Amruda Nair as Non-Executive Director of the Company liable to retire by rotation.

 

Independent Directors

The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Details of the Familiarisation Programme imparted to Directors are disclosed in the Corporate Governance Report, which forms part of this Annual Report 2025-26 and is also available on the Company's website at https://www.hlvltd.com/assets/investors_ relations/Familiarisation%20Programme.pdf . The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 and Company's "Code of Conduct for Board Members and Senior Management Personnel".

In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Act and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and there has been no change in the circumstances affecting their status as independent directors of the Company. All the Independent Directors possess integrity, expertise and experience (including the proficiency). All of the Independent Directors have registered themselves with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs and passed online proficiency selfassessment test conducted by the Indian Institute of Corporate Affairs in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

 

10.2 Key Managerial Personnel (KMP)

In accordance with section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Company has Mr. Vivek Nair as Chairman and Managing Director, Mr. Dinesh Nair as Co-Chairman and Managing Director and Mr. Umesh Dombe as Chief Financial Officer. During the year under review, effective December 01, 2025, Ms. Sucheta Chaturvedi was appointed as the Company Secretary of the Company, following the resignation of Ms. Savitri Yadav effective November 30, 2025.

 

11. Meetings of the Board

During the FY 2025-26, the Board of Directors met four times i.e. on May 22, 2025, August 09, 2025, November 14, 2025 and February 12, 2026. The intervening gap between any two board meetings did not exceed 120 days. Detailed information on the meetings of the Board is included in the ‘Report on Corporate Governance', which forms part of this Annual Report.

 

12. Committees of the Board

12.1 Audit Committee

The Audit Committee met four times during the year under review. As on the date of this Report, the Committee comprises of four Directors, i.e. three Independent Directors and one NonExecutive Non-Independent Director as a member.

The details with respect to the composition, roles, terms of reference, etc. of the Audit Committee are given in the ‘Report on Corporate Governance' of the Company which forms part of this Annual Report.

There are no recommendations of the Audit Committee which have not been accepted by the Board.

 

12.2 Other Committees of the Board

The other statutory Committees of the Board are as under:

a. Nomination and Remuneration Committee;

b. Stakeholders' Relationship Committee; and

c. Risk Management Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details with respect to the composition of the Committees, roles, terms of reference, attendance in the meetings etc. are given in the ‘Report on Corporate Governance' of the Company which forms part of this Annual Report.

 

13. Policy on Board Diversity, Directors’ Appointment and Remuneration to Directors, Key Managerial Personnel and other Employees

The Company has formulated and adopted the "Nomination, Appointment and Remuneration Policy" for Directors, Key Managerial Personnel and Senior Management Personnel of the Company in accordance with the provisions of Companies Act, 2013 read with the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, provides: (i) Criteria for determining qualifications, positive attributes and independence of a director, (ii) Policy on Diversity of Board of Directors, (iii) Policy on Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company and (iv) Succession Plan for Board of Directors and Senior Management.

The Policy on Remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company as well as the weblink of the same is provided in the ‘Report on Corporate Governance'.

 

14. Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10), 19(4) and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Board Evaluation Policy has been framed and approved by the Nomination and Remuneration Committee and the Board.

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Board as a whole, Chairman and the NonIndependent Directors was carried out by the Independent Directors in their separate meeting held during the year taking into account the views of the Executive and Non-Executive Directors.

The purpose of the Board evaluation is to achieve persistent and consistent improvement in the governance of the Company at the Board level. The Board intends to establish and follow "best practices" in Board governance in order to fulfill its fiduciary obligation to the Company.

The Company has in place a structured questionnaire, which has been prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The Directors expressed their satisfaction with the evaluation process.

 

15. Directors’ Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors, hereby state and confirm that:

(a) in the preparation of the annual accounts for the year ending March 31,2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

 

16. Report on Corporate Governance

A Report on Corporate Governance for the year under review, as required under Regulation 34 read with Schedule V, Part C of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

 

17. Auditors

17.1 Statutory Auditors and Auditors’ Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 41st Annual General Meeting of the Company held on August 24, 2022, had re-appointed

M/s. N. S. Shetty & Co., Chartered Accountants (Firm Registration No. 0110101W) as the Statutory Auditors for the second consecutive term of five years, from the conclusion of the 41st Annual General Meeting till the conclusion of the 46th Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors were present at the last Annual General Meeting.

During the period under review, even though there are no audit qualifications or adverse remarks, there are audit observations on the financial statements. The explanation for the same has been provided in Note No. 37.1 and 37.3 of the Financial Statements. The said notes are self-explanatory and do not call for any further comments.

 

17.2 Secretarial Auditors and Secretarial Audit Report

Pursuant to the requirements of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the members at their Annual General Meeting held on September 23, 2025 approved the appointment of M/s. RAAM & Associates LLP, Company Secretaries (Unique Code No. L2021MH011800), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a term of five consecutive years, commencing from FY 2025-26 up to FY 2029-30. Their report is annexed as Annexure I to this report. The Secretarial Audit report contains no observations in their report.

 

17.3 Compliance with Secretarial Standards

The Secretarial Audit Report confirms that the Company has complied with applicable Secretarial Standards.

 

17.4 Reporting of Frauds by Auditors

During the year under review, no frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

 

18. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013 are applicable to the Company. However, pursuant to Section 135(9) of the Companies Act, 2013, since the amount required to be spent by the Company towards CSR activities during the financial year does not exceed Rs. 50 lakh, the requirement for constitution of a Corporate Social Responsibility Committee is not applicable. Accordingly, the functions of the CSR Committee, as prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are being discharged by the Board of Directors of the Company.

The brief outline of the CSR Policy adopted by the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy is available on the website of the Company at https://www.hlvltd.com/assets/investors relations/Policy%20 on%20Corporate%20Social%20Responsibility.pdf .

 

19. Whistle Blower Policy / Vigil Mechanism

The Company has a Whistle Blower Policy / Vigil Mechanism for directors and employees to report genuine concerns or grievances. The details of which are available in ‘Report on Corporate Governance' forming part of this Annual Report.

 

20. Risk Management

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan and policy for the Company. The Committee is responsible to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company and to monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Policy of the Company includes a framework for identification of internal and external risks specifically faced by the Company, in particular including financial, operational, sectoral, sustainability, information, cyber security risks or any other risk as may be determined by the Committee, measures for risk mitigation including systems and processes for internal control of identified risks and business continuity plan.

The development & implementation of risk management policy has been caused in the Management Discussion and Analysis which forms a part of the Annual Report.

 

21. Contracts or Arrangements with Related Parties

The policy in line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a Policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Company's website. The web link of the same has been provided in the ‘Report on Corporate Governance' forming part of this Annual Report.

During the year under review, all Related Party Transactions that were entered into were in the Ordinary Course of Business and at Arms' Length Basis and were approved by the Audit Committee. Transactions, which were repetitive in nature, were approved through omnibus route. None of the transactions with related parties are material in nature or fall under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence, does not form part of this report.

 

22. Internal Financial Control Systems and their adequacy

Your Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale and complexity of its operations. The Company has laid down standards, processes and structures which enable implementation of internal financial control across the organization and ensure that the same are adequate and operating effectively. Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed. During the year the internal financial controls as laid down are adequate and were operating effectively.

The Company had appointed M/s. Murali & Venkat, Chartered Accountants, as Internal Auditors for FY 2025-26 who reviewed the internal control systems of the Company and reported thereon. The reports of the Internal Auditors were reviewed by the Audit Committee on quarterly basis.

 

23. Annual Return

The annual return of the Company as required under section 92(3) and section 134 (3) (a) of the Companies Act, 2013 is available on the website of the Company at https://www. hlvltd. com/investor_relation.html .

 

24. Loans, Guarantees or Investments

The Company, being engaged in the hotel business, is classified as providing ‘infrastructure facilities' in terms of the Schedule VI to the Companies Act and is exempted from the compliance for loans made, guarantees given, and security provided in terms of Section 186 (11) of the Companies Act, 2013.

Therefore, particulars of loans, guarantees or investments under Section 186 are not applicable.

 

25. Disclosure under Section 22 of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013

Your Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of ‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain the dignity of every woman employee in the Company. The Company's policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

 

Status of complaints as on March 31,2026:

Particulars

Number of Complaints

1 Number of complaints filed during the financial year

01

2 Number of complaints disposed of during the financial year

01

3 Number of complaints pending at the end of the financial year

NIL

 

26. Employee Remuneration

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms of subsection 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure III forming part of this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is open for inspection at the Registered Office of the Company during working hours up to the date of ensuing Annual General Meeting. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid particulars of employees. A copy of this statement may be obtained by the Members by writing to the Company Secretary.

 

27. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo and Other Disclosures

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 by your Company are furnished below:

 

27.1 Conservation of Energy

Energy Conservation, sustainability and efforts to make the hotel more "Green" have been the main drive throughout the year. Major efforts / steps taken towards this are:

• Energy-efficient lighting like LED and energy efficient electrical equipment's are installed extensively.

• High efficiency HVAC systems used/retrofitted extensively have reduced electrical consumption.

• Computerized Power Monitoring is implemented to monitor and control power consumption.

• Main chiller plants and steam boilers have been tuned for best efficiency, to conserve energy.

• The hotel is equipped with condensate recovery unit for generating hot water and the rooms are equipped with energy- saving devices during non-occupancy.

 

• The hotel is equipped with in house recycled drinking water glass bottling plant which cater all the guest rooms and restaurants.

• STP treated water has been used for cooling tower /Garden and also Rainwater Harvesting has been implemented.

• The Company has 3 windmills with a capacity of 4.5 MW power, in the State of Maharashtra. Windmills continue to produce renewable energy for use in its own hotel.

• In addition we have installed and commission 230 KW Solar panels on the building rooftop which is also renewable solar power generation to cater maximum utilization of renewable power.

27.2 Technology Absorption

In the opinion of the Board, the required particulars pertaining to technology absorption under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable, as hotel is a service industry and the Company does not have any significant manufacturing operations.

27.3 Foreign Exchange Earnings and Outgo

The foreign exchange earnings of the Company during the year stood at Rs. 6,049.64 lakhs (previous year Rs. 5,980.79 lakhs) and foreign exchange outgo during the year stood at Rs. 412.07 lakhs (previous year Rs. 306.94 lakhs).

28. Investor Education and Protection Fund (IEPF)

For details refer para on "Investor Education and Protection Fund (IEPF)" in ‘Report on Corporate Governance' forming part of this Annual Report

29. Other Disclosures /Reporting

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ were not applicable pertaining to these items during the year under review:

29.1 The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

29.2 Issue of equity shares with differential rights as to dividend, voting or otherwise.

29.3 Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

29.4 Details of Employee Stock Options

29.5 Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by employees

29.6 Issue of Debenture, Bonds or any other Convertible Securities

29.7 Issue of warrants

29.8 Receipt of remuneration or commission from any of the subsidiaries by the Executive Directors of the Company.

29.9 During the financial year under review, your Company had no joint ventures or subsidiaries nor it has incorporated or acquired any company.

29.10 Maintenance of Cost Records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 is not required by the Company.

29.11 During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

29.12 During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

30. Acknowledgements

The Board wishes to place on record its appreciation for the assistance and support received from the lenders, government, regulatory authorities, customers, business associates and vendors.

Your Directors take this opportunity to express their sincere thanks to all the members and stakeholders for the faith and confidence reposed in the Company and the management.

Your Directors attach immense importance to the contribution of the employees and sincerely thank them for sharing the Company's vision and philosophy and for the dedication and commitment.